Tempus AI (TEM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, to be held virtually, with stockholders able to vote online, by phone, or by mail.

• Three key proposals: election of nine directors, ratification of PricewaterhouseCoopers LLP as auditor, and approval of reincorporation from Delaware to Nevada.

• Only holders of Class A or Class B common stock as of March 25, 2025, are eligible to vote; Class B shares carry 30 votes per share, Class A one vote per share.

Voting matters and shareholder proposals

• Proposal 1: Elect nine directors to serve until the 2026 annual meeting.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2025.

• Proposal 3: Approve reincorporation from Delaware to Nevada by conversion, with no change to business operations or management.

• Board recommends a vote FOR all proposals.

• Stockholders may submit proposals for the 2026 meeting between January 20 and February 19, 2026.

Board of directors and corporate governance

• Board consists of nine members with diverse backgrounds in technology, healthcare, investment, and academia.

• Majority of directors are independent per Nasdaq standards; CEO serves as Board Chair.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Executive.

• Board emphasizes diversity, independence, and a mix of skills; no formal diversity policy but actively seeks diverse candidates.

• Board met four times in 2024; all directors attended at least 75% of meetings.